March 31, 1999
El Conquistador Partnership L.P.
0000 Xx Xxxxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxx, Xxxxxx Xxxx 00000
Re: Amendment to Reimbursement Agreement and Ratification of
Guaranties dated as of January 29, 1999 (the "Second
Extension Amendment") among El Conquistador Partnership L.P.
("Borrower"), Patriot American Hospitality, Inc. ("Patriot")
and Citicorp Real Estate, Inc. ("CRE")
Gentlemen:
Reference is made to the Second Extension Amendment and to Borrower's
written notice, dated March 12, 1999, of its exercise of the option to extend
the Second Extended Maturity Date to the Third Extended Maturity Date (the
"Extension Notice"). All initially capitalized terms used herein, unless
otherwise defined herein, shall have the respective meanings assigned to such
terms in the Second Extension Amendment.
As directed by the Borrower in the Extension Notice, CRE has
transferred the amount of $1,689,834.38 from the Cash Flow Reserve Fund into the
Reimbursement DSRF Fund and the amount of $525,000 from the Cash Flow Reserve
Fund into the GDB DSRF Fund, in satisfaction of Borrower's obligation under
Section 6.b. of the Second Extension Amendment to make such deposits in
connection with an extension of the Second Extended Maturity Date to the Third
Extended Maturity Date.
We understand that, as of the date hereof, the Borrower has not entered
into the GDB Agreement and has thus failed to satisfy that certain condition to
the extension of the Second Extended Maturity Date to the Third Extended
Maturity Date more specifically described in item (iii) of Section 3A(e) of the
Reimbursement Agreement (the "GDB Condition"). This shall confirm that CRE has
agreed to waive satisfaction of the GDB Condition as a condition precedent to
the extension of the Second Extended Maturity Date to the Third Extended
Maturity Date. Notwithstanding the foregoing or anything to the contrary
contained in the Reimbursement Agreement or any of the other L/C Documents,
Borrower, by its execution hereof, hereby covenants and agrees to enter into the
GDB Agreement on or prior to April 30, 1999. Borrower's failure to timely enter
into the GDB Agreement shall constitute an Event of Default under the
Reimbursement Agreement without notice or demand and without the benefit
El Conquistador Partnership L.P.
March 31, 1999
Page 2
of any grace period provided for in any L/C Document. In addition, Borrower, by
its execution hereof, hereby represents and warrants to CRE that, as of the date
hereof, (i) interest payable on the Reimbursement Amount is current and the
indebtedness outstanding under the Reimbursement Agreement is in full force and
effect, (ii) no Event of Default or Default exists and no "event of default" or
event which, with the passage of time, the giving of notice, or both, would
constitute an "event of default" under any of the L/C Documents exists, and
(iii) there has been no material adverse change in the financial condition of
Borrower or any of the Guarantors since the Notice Date. Kindly acknowledge and
confirm your agreement to the foregoing by signing below where indicated and
returning a copy of your signature and the signature of Patriot to the
undersigned via facsimile, which facsimile shall constitute an original for all
purposes.
Without in any way waiving, modifying, altering or otherwise
prejudicing CRE's rights and remedies under the Reimbursement Agreement and the
other L/C Documents, all of which rights and remedies are hereby expressly
reserved, this shall confirm that all conditions set forth in Section 3A(e) of
the Reimbursement Agreement with respect to the extension of the Second Extended
Maturity Date to the Third Extended Maturity Date have been fully and timely
satisfied or, with respect to the GDB Condition, expressly waived by CRE. As a
result, under the terms of the Reimbursement Agreement, the Second Extended
Maturity Date has been automatically extended to the Third Extended Maturity
Date.
Very truly yours,
CITICORP REAL ESTATE, INC.
By: /s/
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[Signatures continued on the following page]
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El Conquistador Partnership L.P.
March 31, 1999
Page 3
ACKNOWLEDGED, CONFIRMED, ACCEPTED AND AGREED:
EL CONQUISTADOR PARTNERSHIP L.P.,
a Delaware limited partnership
By: Conquistador Holding, Inc.,
a Delaware corporation, its general partner
By: /s/ Xxxxx Xxxxxx
------------------------
Xxxxx Xxxxxx
Vice President
PATRIOT AMERICAN HOSPITALITY, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxxx
-----------------------
Xxxxx Xxxxxx
Vice President
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